AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT

                                                                    EXHIBIT d(3)

                                 AMENDMENT NO. 1
                                       TO
                        INVESTMENT SUB-ADVISORY AGREEMENT

      THIS AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the
"Amendment") is effective as of December 20th, 2004, by and among THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY ("VALIC") and AIG SUNAMERICA ASSET MANAGEMENT
CORP. (the "Sub-Adviser").

                                    RECITALS

            WHEREAS, VALIC and VALIC Company I ("VC I") (formerly North American
      Funds Variable Product Series I) entered into an Investment Advisory
      Agreement dated January 1, 2002, with respect to the Covered Funds
      reflected in Schedule A; and

            WHEREAS, VALIC and the Sub-Adviser are parties to that certain
      Investment Sub-Advisory Agreement dated January 1, 2002 (the "Agreement"),
      with respect to the VC I Covered Funds with the Sub-Adviser; and

            WHEREAS, the parties wish to amend Schedule A to the Agreement to
      reflect the addition as a Covered Fund of the Large Capital Growth Fund;
      and

            NOW, THEREFORE, in consideration of the mutual promises set forth
      herein, VALIC and the Sub-Adviser agree as follows:

            1.    Schedule A Amendment. Schedule A to the Agreement is hereby
                  amended to reflect the addition of the new Covered Fund set
                  forth below. The revised Schedule A is also attached hereto.



         Covered Fund                                Fee
         ------------                                ---
                                       
Inflation Protected Fund




                  Sub-Adviser shall manage a portion of the Large Capital Growth
                  Fund assets and shall be compensated as noted above on that
                  portion.

            2.    Counterparts. This Amendment may be executed in two or more
                  counterparts, each of which shall be an original and all of
                  which together shall constitute one instrument.

            3.    Full Force and Effect. Except as expressly supplemented,
                  amended or consented to hereby, all of the representations,
                  warranties, terms, covenants and conditions of the Agreement
                  shall remain unchanged and shall continue to be in full force
                  and effect.

            4.    Miscellaneous. Capitalized terms used but not defined herein
                  shall have the meanings assigned to them in the Agreement.

      IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.

THE VARIABLE ANNUITY LIFE                 AIG GLOBAL INVESTMENT CORP.
INSURANCE COMPANY

By: /s/ Xxxx X. Xxxxxxxxx                 By: /s/ Xxxxxx Xxxxxxxx
   ----------------------------------         ---------------------------------

Name: ________________________________    Name: ________________________________

Title:________________________________    Title:________________________________